HomeMy Public PortalAboutservice line warranties-06122018150700.pdfMARKETING AGREEMENT
This MARKETING AGREEMENT ("Agreement") is entered into as of
20 ("Effective Date"), by and between the City of Tybee Island, Georgia ("City"), and Utility
Service Partners Private Label, Inc. d/b/a Service Line Warranties of America ('Company"),
herein collectively referred to singularly as "Parry" and collectively as the "Parties".
RECITALS:
WHEREAS, sewer and water line laterals between the mainlines and the connection on
residential private property are owned by individual residential property owners residing in the
City ("Residential Property Owner"); and
WHEREAS, City desires to offer Residential Property Owners the opportunity, but not
the obligation, to purchase a service line warranty and other similar products set forth in Exhibit
A or as otherwise agreed in writing from time -to -time by the Parties (each, a Product" and
collectively, the "Products"); and
WHEREAS, Company, a subsidiary of HomeServe USA Corp., is the administrator of
the National League of Cities Service Line Warranty Program and has agreed to make the
Products available to Residential Property Owners subject to the terms and conditions contained
herein; and
NOW, THEREFORE, hi consideration of the foregoing recitals, and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and with
the intent to be legally bound hereby, the Parties agree as follows:
1. Purpose. City hereby grants to Company the right to offer and market the Products to
Residential Property Owners subject to the terms and conditions herein.
2. Grant of License. City hereby grants to Company a non-exclusive license ("License") to use
City's name and logo on letterhead, bills and marketing materials to be sent to Residential
Property Owners from time to time, and to be used in advertising (including on the Company's
website), all at Company's sole cost and expense and subject to City's prior review and approval,
which will not be unreasonably conditioned, delayed, or withheld. City agrees that it will not
extend a similar license to any competitor of Company during the Term and any renewal of this
Agreement.
3. Term. The term of this Agreement ("Term") shall be for one (1) year from the Effective
Date. The Agreement will renew on an annual basis unless one of the Parties gives the other
advance written notice at least ninety (90) days that it does not intend to renew this Agreement.
City may terminate this Agreement thirty (30) days after giving written notice to Company that
Company is in material breach of this Agreement if such breach is not cured during said thirty
(30) day period. Company will be permitted to complete any marketing initiative initiated or
1
planned prior to termination of this Agreement after which time, except for Company's
obligations to permit City to conduct an audit, neither Party will have any further obligations to
the other and the license described in this Agreement will terminate. In the event a suit
challenging the legality of this Agreement is filed, City may terminate this Agreement on thirty
(30) day's written notice unless Company agrees to assume the defense and indemnify the City
against such suit.
4. Consideration.
A. As consideration for such license, Company will pay to City a License Fee as set forth in
Exhibit A ("License Fee") during the term of this Agreement. The first payment shall be due by
January 30th of the year following the conclusion of first year of the Term. Succeeding License
Fee payments shall be made on an annual basis throughout the Term and any renewal, due and
payable on January 30th of the succeeding year. City will have the right, at its sole expense, to
conduct an audit, upon reasonable notice and during normal business hours, of Company's
books and records pertaining to any fees due under this Agreement while this Agreement is in
effect and for one (1) year after any termination of this Agreement.
5. Indemnification. Company hereby agrees to protect, indemnify, and hold the City, its
elected officials, officers, employees and agents (collectively or individually, "Indemnitee")
harmless from and against any and all third party claims, damages, losses, expenses, suits,
actions, decrees, judgments, awards, reasonable attorneys' fees and court costs (individually or
collectively, "Claim"), which an Indemnitee may suffer or which may be sought against or are
recovered or obtainable from an Indemnitee, as a result of or arising out of any breach of this
Agreement by the Company, or any negligent or fraudulent act or omission of the Company or
its officers, employees, contractors, subcontractors, or agents in the performance of services
under the Products; provided that the applicable Indemnitee notifies Company of any such
Claim within a time that does not prejudice the ability of Company to defend against such
Claim. Any Indemnitee hereunder may participate in its, his, or her own defense, but will be
responsible for all costs incurred, including reasonable attorneys' fees, in connection with such
participation in such defense.
6. Notice. Any notice required to be given hereunder shall be deemed to have been given when
notice is (i) received by the Party to whom it is directed by personal service, (ii) sent by
electronic mail (provided confirmation of receipt is provided by the receiving Party), or (iii)
deposited as registered or certified mail, return receipt requested, with the United States Postal
Service, addressed as follows:
To: City:
ATTN: Shawn Gillen
City of Tybee Island
PO Box 2749
Tybee Island, GA 31328-2749
Phone: (912) 472-5070
2
To: Company:
ATTN: Chief Sales Officer
Utility Service Partners Private Label, Inc.
11 Grandview Circle, Suite 100
Canonsburg, PA 15317
Phone: (866) 974-4801
7. Modifications or Amendments/Entire Agreement. Any and all of the representations and
obligations of the Parties are contained herein, and no modification, waiver or amendment of
this Agreement or of any of its conditions or provisions shall be binding upon a party unless in
writing signed by that Party.
8. Assignment. This Agreement and the License granted herein may not be assigned by
Company other than to an affiliate or an acquirer of all or substantially all of its assets, without
the prior written consent of the City, such consent not to be unreasonably withheld.
9. Counterparts/Electronic Delivery; No Third Party Beneficiary. This Agreement may be
executed in counterparts, all such counterparts will constitute the same contract and the
signature of any Party to any counterpart will be deemed a signature to, and may be appended
to, any other counterpart. Executed copies hereof may be delivered by facsimile or e-mail and
upon receipt will be deemed originals and binding upon the Parties hereto, regardless of whether
originals are delivered thereafter. Nothing expressed or implied in this Agreement is intended, or
should be construed, to confer upon or give any person or entity not a party to this agreement
any third- party beneficiary rights, interests, or remedies under or by reason of any term,
provision, condition, undertaking, warranty, representation, or agreement contained in this
Agreement.
10. Choice of Law/Attorney Fees. The governing law shall be the laws of the State of Georgia.
In the event any litigation should arise as a result of any disputes under this Agreement or any
renewal hereof, the jurisdiction for any such dispute shall be in the courts located within
Chatham County, Georgia, and/or the United States District Court for the Southern District of
Georgia, Savannah Division. In the event at any time during the Term or any renewal thereof
either Party institutes any action or proceeding against the other relating to the provisions of this
Agreement or any default hereunder, then the unsuccessful Party shall be responsible for the
reasonable expenses of such action including reasonable attorney's fees, incurred therein by the
successful Party.
11. Incorporation of Recitals and Exhibits. The above Recitals and Exhibit A attached hereto
are incorporated by this reference and expressly made part of this Agreement.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first written above.
CITY OF TYBEE ISLAND
APPROVED AS TO FORM:
Edward M. Hughes
City Attorney for the City of Tybee Island
Attest:
son Buelterman, Mayor
ter, Clerk
UTILITY SERVICE PARTNERS PRIVATE__
LABEL, INC.
By:
Michael Baker
Chief Sales Officer
Attest: r
4
Exhibit A
NLC Service Line Warranty Program
City of Tybee Island
Term Sheet
May 2, 2018
I. Initial Term. Three years
II. License Fee. $0.50 per Product for each month that a Product is in force for a Residential
Property Owner (and for which payment is received by Company), aggregated and paid
annually, for:
a. City logo on letterhead, advertising, billing, and marketing materials
b. Signature by City official
III. Products.
a. External water service line warranty (initially, $6.49 per month)
b. External sewer/septic line warranty (initially, $8.49 per month)
c. Interior plumbing and drainage warranty (initially, $9.99 per month)
Company may adjust the foregoing Product fees; provided, that any such adjustment shall not
exceed $.50 per month in any 12 -month period, unless otherwise agreed by the Parties in
writing.
IV. Scope of Coverage.
a. External water service line warranty:
- Homeowner responsibility: From the meter and/or curb box to the external wall of
the home.
- Covers well service lines if applicable.
b. External sewer/septic line warranty:
- Homeowner responsibility: From the exit point of the home to the main.
- Covers septic lines if applicable.
c. Interior plumbing and drainage warranty:
- Water supply pipes and drainage pipes within the interior of the home.
V. Marketing Campaigns. Company shall have the right to conduct up to three campaigns per
year, comprised of up to six mailings and such other channels as may be mutually agreed.
Initially, Company anticipates offering the Interior plumbing and drainage warranty Product via
in -bound channels only.
5